EX-4.1






Exhibit 4.1







FORM OF CANARGO ENERGY CORPORATION SUBSCRIPTION RIGHTS CERTIFICATE



TO SUBSCRIBE FOR SHARES OF COMMON STOCK



THE RIGHTS REPRESENTED BY THIS SUBSCRIPTION RIGHTS CERTIFICATE ARE EXERCISABLE ON OR BEFORE •
P.M., U.S EASTERN TIME (• CET), ON •, 2008, UNLESS EXTENDED BY THE COMPANY.



Pursuant to the rights offering (the “Rights Offering”) of CanArgo Energy Corporation, a Delaware
corporation (the “Company”), each subscription right represented by this Subscription Rights
Certificate (each a “Right”) entitles the holder hereof to subscribe for and purchase one (1) share
of the Company’s common stock, par value $0.10 per share (“Common Stock”), at a subscription price
of $0.10 per full share. All exercises of the Rights are irrevocable. Fractional shares of Common
Stock will not be issued in the Rights Offering. Certificates representing shares of Common Stock
purchased pursuant to the Rights Offering will be issued by Computershare, the U.S. Subscription
Agent for the Rights Offering (the “U.S. Subscription Agent”), as soon as practicable
following the expiration date of the Rights Offering.



For a more complete description of the terms and conditions of the Rights and the Rights Offering,
please refer to the accompanying prospectus dated •, 2008 (the “Prospectus”), which is
incorporated herein by reference and controls in the event that there is a conflict between this
Subscription Rights Certificate and the Prospectus. Copies of the Prospectus are available upon
request from the U.S. Subscription Agent (303) 262-0600 and banks and
brokerage firms can call the U.S. Subscription Agent toll free at
(800) 962-4284.





The Rights represented by this Subscription Rights
Certificate are transferable and may be combined or divided
(but only into whole Rights) at the office of the either
the U.S. Subscription Agent. The U.S. Subscription Agent will only
facilitate transfers of the Rights until • p.m., U.S.
Eastern time (• CET), on  •, 2008, three
business days prior to the scheduled  •, 2008 expiration date. The holder of this Subscription Rights
Certificate should be aware that if such holder chooses to
exercise, assign, transfer or sell only part of the Rights,
they may not receive a new Subscription Rights Certificate
in sufficient time to exercise, assign, transfer or sell
the remaining Rights evidenced hereby.
-



	 	 	 
	Œ

	 	Please complete the back if you would like to request special mailing.






	 	 	 	 	 
	 

	 	                        	 	 
	 

SUBSCRIPTION RIGHTS CERTIFICATE NUMBER

	 	 

CUSIP #
	 	 





 




NUMBER OF RIGHTS




     SUBSCRIPTION FOR SHARES: To subscribe for shares of Common Stock pursuant to your Rights,
please complete boxes “A,” “B” and “C”
and Section 1. If you want a new Subscription Rights
Certificate evidencing any unexercised Rights delivered to you or to someone else, check box “E”
below, and indicate the address to which the shares of Common Stock should be delivered in Section
1. Full payment for shares of Common Stock subscribed for pursuant to the Rights should be
made payable to Computershare, the U.S. Subscription Agent, and accompanied by either a
Notice of Guaranteed Delivery or this Subscription Rights
Certificate. Please reference the Number of
this Subscription Rights Certificate (set forth above) on your check, cashier’s check, bank draft,
money order or Notice of Guaranteed Delivery.



     If you do not indicate the number of Rights being exercised, or do not forward full payment
of the total Subscription Price payment for the number of Rights that you indicate are being
exercised, then you will be deemed to have exercised the maximum number of Rights that may be
exercised with the aggregate Subscription Price payment you delivered
to the U.S. Subscription
Agent. If you subscribe for fewer than all of the shares represented by the Subscription Rights
Certificate and do not indicate in box “E” below that you want a new Subscription Rights
Certificate evidencing any unexercised Rights delivered to you or to someone else, you will be
deemed to have elected not to subscribe for the remaining shares represented by the Subscription
Rights Certificate, after which the remaining shares shall be purchased by the Standby
Underwriters (as described in the Prospectus).



     TRANSFER OF RIGHTS: If you want some or all of your unexercised Rights transferred to a
designated transferee, or to a bank or broker to sell for you, check box “F” below and complete
Section 2. If you do not indicate the number of Rights to be transferred, then you will be deemed
to have requested the transfer of all of such Rights.



     SALE
OF RIGHTS: If you want the U.S. Subscription Agent to sell all of your unexercised
Rights, check box “D” below and complete Section 1.



	 	 	 	 	 	 	 	 	 	 	 
	A.	 	Rights (1 Right = 1 share of Common Stock) I exercise	 	 	  X  	1	  =  	 
	 

	 	 	 	 	 	(no. of Rights)
	 	(ratio)
	 	(no. of new shares)
	 
	 	 	 	 	 	 	 	 	 	 
	B.	 	Therefore, I apply for (do not include fractional
shares in “no. of new shares”):	 	 	  X  	$0.10	  =$  	 
	 

	 	 	 	 	 	(no. of new shares)
	 	(subscription price)
	 	(amount enclosed)
	 
	 	 	 	 	 	 	 	 	 	 
	C.	 	Amount Enclosed (from Box B) $                    	 	 	 	 
	D.	 	o Sell unexercised Rights
	E.	 	o Deliver a Subscription Rights Certificate representing                      unexercised Rights to the address in Section 1 below.
	F.	 	o Transfer                      unexercised Rights to the Transferee designated in Section 2 below.
	G.	 	o Issue                                         shares of Common Stock received upon exercise of your Rights or any refund check in someone else’s name as provided
in Section 3.








 









 





SECTION 1:



o TO SUBSCRIBE: I hereby irrevocably subscribe for the number
of shares of Common Stock indicated in box “A” upon the terms and
conditions specified in the Prospectus. I hereby agree that if I
fail to pay for the shares of Common Stock for which I have
subscribed, the Company may exercise any remedies available to it
under law.



o TO SELL RIGHTS: I authorize the sale of all of the Rights
by the U.S. Subscription Agent according to the procedures described in
the Prospectus.



I hereby acknowledge receipt of the Prospectus, which is incorporated
by reference herein.




	 	 	 
	 
	 	 
	 

Signature of Subscriber(s)

	 	 





Address for delivery of shares of Common Stock or Subscription Rights
Certificates representing unexercised Rights (if permanent change of
address, check here o)




Your telephone number:                                        

Your email address:                                        



IMPORTANT: Signature guarantee by an eligible guarantor institution
(as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934),
such as (a) a commercial bank or trust company; (b) a member firm of
a domestic stock exchange; or (c) a savings bank or credit union
is
required if this Rights certificate provides that the shares of
Common Stock subscribed for, or Subscription Rights Certificates
representing unexercised Rights are not to be delivered to you as
record holder of this Subscription Rights Certificate, unless you are
an eligible guarantor institution:




	 	 	 	 	 
	 
	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 

(name of bank or firm)
	 	 
	 
	 	 	 	 
	Guaranteed By:
	 	 	 	 
	 

	 	 

(signature/title)
	 	 






SECTION 2:



o TO TRANSFER RIGHTS: For value received, I authorize
the transfer of the number of Rights indicated in box “F” to:




	 	 	 
	 
	 	 
	 

(Print full Name of Transferee)

	 	 
	 
	 	 
	 

(Print full Address of Transferee)

	 	 
	 
	 	 




I hereby acknowledge receipt of the Prospectus, which is
incorporated by reference herein.




	 	 	 
	 
	 	 
	 

(Signature of Transferor)

	 	 
	 
	 	 




IMPORTANT: Unless the transferor is an eligible guarantor
institution, the signature of the transferor must be guaranteed
by an eligible guarantor institution (as defined in Rule
17Ad-15 of the Securities Exchange Act of 1934), such as: (a)
a commercial bank or trust company; (b) a member firm of a
domestic stock exchange; or (c) a savings bank or credit
union.




	 	 	 	 	 
	 
	 	 	 	 
	Signature:
	 	 	 	 
	 

	 	 

(name of bank or firm)
	 	 
	Guaranteed By:
	 	 	 	 
	 

	 	 

(signature/title)
	 	 






SECTION 3:




Special Transfer Instructions



o If you want your shares of Common Stock received upon exercise of Rights or any refund
check to be issued in another name, fill in this section with the information for the new account
name.




	 	 	 
	 
	 	 
	 

Name (Please Print First, Middle & Last Name)

	 	 
	 
	 	 
	 

     Address                    (Number and Street)

	 	 
	 
	 	 
	 

                     (City, State & Zip Code)

	 	 
	 
	 	 
	 

(Tax Identification or Social Security Number

	 	 





o If you want your shares of Common Stock
received upon exercise of Rights or any refund check to be mailed to someone other than the
undersigned or to the undersigned at an address other than that shown on the front of this card.
Mail certificate(s) and check(s) to:




	 	 	 
	 
	 	 
	 

Name (Please Print First, Middle & Last Name)

	 	 
	 
	 	 
	 

     Address                    (Number and Street)

	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 

                     (City, State & Zip Code)

	 	 






Signature Guarantee Medallion



If Special Transfer Instructions are selected, the signature of the Rights
holder must be guaranteed by an eligible guarantor institution (unless you are an eligible guarantor
institution).




	 	 	 
	 
	 	 
	 

(Title of Officer Signing this Guarantee)

	 	 
	 
	 	 
	 

(Name of Guarantor – Please Print)

	 	 
	 
	 	 
	 

(Address of Guarantor Firm)

	 	 
	 
	 	 
	 


	 	 







 









 




PLEASE SEND THIS COMPLETED SUBSCRIPTION RIGHTS CERTIFICATE (OR NOTICE OF

GUARANTEED DELIVERY) AND PAYMENT BY MAIL, BY HAND OR BY OVERNIGHT
COURIER TO:



U.S. Subscription Agent:




Computershare

350 Indiana Street, Suite 800

Golden, CO 80401

(303) 262-0600 (phone)

(303 262-0609 (fax)







THIS
RIGHTS OFFERING EXPIRES AT • P.M., U.S. EASTERN TIME
(• CET), ON •, 2008, UNLESS
EXTENDED, AND THIS SUBSCRIPTION RIGHTS CERTIFICATE IS VOID THEREAFTER.